Item 3.02 Unregistered Sales of Equity Securities.
On July 14, 2020, Viking Energy Group, Inc. (the "Company") issued 11,065,574
shares of Company common stock to Radium2 Capital, Inc. ("Radium") in full
satisfaction and conversion of the promissory note issued by the Company to
Radium on July 3, 2020, in the amount of $1,350,000. The issuance of these
shares to Radium was made in reliance on the exemptions from registration
provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506(b) promulgated thereunder, as the common stock was issued
in exchange for debt of the Company held by Radium, there was no additional
consideration for the exchange, there was no remuneration for the solicitation
of the exchange, there was no general solicitation, Radium was an accredited
investor, and the transaction did not involve a public offering.
2
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